EXHIBIT 10.4 ADDENDUM TO OPTION AGREEMENT This Addendum, dated as of December 29, 2005, to the Option Agreement between CompuPrint, Inc. (the "Company") and Kenneth Oh, dated as of May 20, 2005, amends Section 1 of the Option Agreement as follows: 1....Option Agreement • January 4th, 2006 • Compuprint Inc • Oil & gas field exploration services
EXHIBIT 2.2 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT (the "Plan") is made the 19th day of May, 2005, by and between Compuprint Inc., a North Carolina corporation ("CPPT"), the principal stockholders of CPPT Stockholders ("CPPT...Agreement and Plan of Reorganization • May 25th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries • New York
WITNESSETH:Employment Agreement • May 25th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries • New York
WHEREAS:Securities Purchase Agreement • July 6th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries • New York
WHEREAS:Securities Purchase Agreement • December 15th, 2005 • Compuprint Inc • Oil & gas field exploration services • New York
WITNESSETH:Employment Agreement • July 6th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries • New York
LIMITED PARTNERSHIP AGREEMENT Of TEXTERRA EXPLORATION PARTNERS, L.PLimited Partnership Agreement • February 3rd, 2006 • Compuprint Inc • Oil & gas field exploration services • New York
Exhibit 4.2 NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (I)...Compuprint Inc • June 11th, 2002 • New York
Exhibit 9.1 COMPUPRINT, INC. VOTING TRUST AGREEMENT THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into as of the 30th day of September, 2000, among David T. Seaford ("Shareholder"), Compuprint, Inc., a North Carolina corporation...Voting Trust Agreement • June 11th, 2002 • Compuprint Inc
EXHIBIT 10.34 AMENDMENT TO CONSULTANT AGREEMENT --------------------------------- This Amendment (the "Amendment") to the Consultant Agreement (the "Consultant Agreement") between Terra Insight Corporation (the "Company") and CEOcast, Inc. (the...Consultant Agreement • March 10th, 2006 • Compuprint Inc • Oil & gas field exploration services
EMPLOYEE: DMITRY VILBAUMEmployment Agreement • January 4th, 2006 • Compuprint Inc • Oil & gas field exploration services
EXHIBIT 10.7 ADDENDUM TO EMPLOYMENT AGREEMENT This Addendum, dated as of December 29, 2005, to the Employment Agreement between Terra Insight Corporation ("TIC"), giving effect to the reverse acquisition (the "Reverse Acquisition") between TIC and...Employment Agreement • January 4th, 2006 • Compuprint Inc • Oil & gas field exploration services • Delaware
EXHIBIT 10.21 CONSULTING AGREEMENT Consulting Agreement (the "Agreement") made as of June 30, 2005, by and between CompuPrint, Inc., a North Carolina corporation, and Stuart Sundlun (the "Consultant"). Whereas, the business of CompuPrint, Inc.,...Consulting Agreement • August 24th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries • New York
MODIFICATION TO SECURITIES PURCHASE AGREEMENT DATED JUNE 30, 2005Securities Purchase Agreement • September 22nd, 2006 • Compuprint Inc • Oil & gas field exploration services
This MODIFICATION, dated September 20, 2006, relates to the SECURITIES PURCHASE AGREEMENT, dated as of June 30, 2005 (the "SPA"), by and among Terra Insight Corporation, a Delaware corporation (the "Company"), CompuPrint, Inc., a North Carolina corporation ("CPPT"), and Enficon Establishment, a Liechtenstein company ("Buyer"), and the $4 million of the principal amount of the 6% Debentures of CPPT issued pursuant to the SPA, represented by Debenture No. 1 in the principal amount of $2 million issued July 5, 2005, Debenture No. 2 in the principal amount of $1 million issued September 8, 2005, and Debenture No. 3 in the principal amount of $1 million issued April 12, 2006 (collectively, the "Debentures"). It is hereby agreed that:
WHEREAS:Securities Purchase Agreement • January 4th, 2006 • Compuprint Inc • Oil & gas field exploration services • New York
WHEREAS:Securities Purchase Agreement • May 25th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries • New York
RECITAL:Registration Rights Agreement • May 25th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries • New York
ARTICLE 1 PROPERTY, COSTS OF EXPLORATION AND DEVELOPMENTExploration Agreement • May 1st, 2006 • Compuprint Inc • Oil & gas field exploration services • New York
EXHIBIT 10.5 ESCROW AGREEMENT ESCROW AGREEMENT dated as of this __ day of May, 2005 by and among CompuPrint, Inc., a North Carolina corporation (the "Company"), Gottbetter & Partners, LLP (the "Agent"), and Terra Insight Corporation ("TIC"). W I T N E...Escrow Agreement • May 25th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries • New York
EXHIBIT 10.2 [FORM OF DEBENTURE] THIS DEBENTURE AND THE SHARES ISSUABLE UPON THE CONVERSION OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE...Compuprint Inc • June 22nd, 2006 • Oil & gas field exploration services
EXHIBIT 10.37 NONINCENTIVE STOCK OPTION AGREEMENT THIS NONINCENTIVE STOCK OPTION AGREEMENT ("Agreement") is entered into as of March 7, 2006, by and between CompuPrint, Inc., a North Carolina corporation (the "Company"), and Norman Sheresky (the...Nonincentive Stock Option Agreement • May 1st, 2006 • Compuprint Inc • Oil & gas field exploration services • New York
EXHIBIT 10.9 AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT This Amended and Restated Technology License Agreement (the "Agreement") is made and entered into as of the 19th day of May, 2005, by and between TERRA INSIGHT CORPORATION, a Delaware...Technology License Agreement • May 25th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries • New York
AWARD AGREEMENTForm of Award Agreement • May 1st, 2006 • Compuprint Inc • Oil & gas field exploration services
EXHIBIT 2.1 SPLIT-OFF AGREEMENT THIS SPLIT-OFF AGREEMENT (the "Agreement") is made and entered into this ______ day of __________, 2005, by and between CompuPrint, Inc., a North Carolina corporation ("Seller"), CompuPrint Venture, Inc. ("Venture") and...Split-Off Agreement • May 25th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries • New York
EMPLOYER: COMPUPRINT, INC. TERRA INSIGHT CORPORATIONEmployment Agreement • August 24th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries
TERRA ENERGY & RESOURCE TECHNOLOGIES, INC. STOCK OPTION CERTIFICATE Right to Purchase [_________] Shares of Common Stock Exercise Price: $[___] per Share Issue Date: [___________] Vesting Date: [___________] Expiration Date: [___________]Terra Energy & Resource Technologies, Inc. • April 14th, 2010 • Oil & gas field exploration services • New York
THIS CERTIFIES THAT, for value received, [______________] (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the Vesting Date (as defined below) and at or prior to the close of business on [____________] [(the “Expiration Date”)], but not thereafter, to subscribe for and purchase from Terra Energy & Resource Technologies, Inc., a Delaware corporation (the “Company”), up to [___________] fully paid and nonassessable shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) at the Exercise Price (as defined herein).
Exhibit 10.1 [FORM OF WARRANT AGREEMENT] Warrant No. 2006-[__] THIS WARRANT AGREEMENT ("Agreement") is entered into as of _____________, ___, by and between CompuPrint, Inc., a North Carolina corporation (the "Company"), and...Warrant Agreement • October 31st, 2006 • Compuprint Inc • Oil & gas field exploration services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2011 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated July 1, 2011, between TERRA ENERGY & RESOURCE TECHNOLOGIES, INC., a Delaware corporation (“Employer”), and Alexandre Agaian, an individual (“Employee”).
EXHIBIT 10.2 THIS DEBENTURE AND THE SHARES ISSUABLE UPON THE CONVERSION OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER...Compuprint Inc • April 12th, 2006 • Oil & gas field exploration services
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2009 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 19, 2009, by and among Terra Energy & Resource Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned Investor (the “Investor”).
WARRANT AGREEMENTWarrant Agreement • December 18th, 2006 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services • New York
THIS WARRANT AGREEMENT (“Agreement”) is entered into as of September 21, 2006, by and between CompuPrint, Inc., a North Carolina corporation (the “Company”), and Global Scan Technologies L.L.C. (the “Holder”).
GUARANTY AGREEMENTGuaranty Agreement • December 18th, 2006 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services • Texas
THIS GUARANTY AGREEMENT is entered into effective as of July 12, 2006 by and between Compuprint, Inc. (hereinafter referred to as “Guarantor”) and Schlumberger Technology Corporation.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 18th, 2007 • Terra Energy & Resource Technologies, Inc. • Oil & gas field exploration services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 15, 2007, by and among Terra Energy & Resource Technologies, Inc., a Delaware corporation (the “Seller”), and the purchaser set forth on the signature page hereto (the “Buyer”). Each of the Seller and Buyer may be referred to individually herein as a “Party” and, collectively, as the “Parties”.
EXHIBIT 10.9 TECHNOLOGY LICENSE AGREEMENT This Technology License Agreement (the "Agreement") is made and entered into as of the 7th day of January, 2005, by and between TERRA INSIGHT CORPORATION, a Delaware corporation ("TIC"), and THE INSTITUTE OF...Technology License Agreement • August 24th, 2005 • Compuprint Inc • Miscellaneous manufacturing industries • New York
TERRA INSIGHT CORPORATIONConsultant Agreement • May 18th, 2006 • Compuprint Inc • Oil & gas field exploration services
